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to the overall relocation policy. Effective July 30, 2002, and in accordance with the United States Sarbanes-Oxley Act of 2002, the Company
no longer offers its executive officers housing loans as part of their relocation assistance.
No loans have been extended by the Company or its subsidiaries to any director or executive officer of the Company since January 1, 2003.
Neither the Company nor its subsidiaries have given any guarantee, support agreement, letter of credit, or similar arrangement or
understanding, to any other entity in connection with indebtedness of current and former directors or executive officers since January 1, 2003.
As at December 31, 2004, approximately $3.6 million of indebtedness was owed by current and former employees to the Company and its
subsidiaries. Except for the indebtedness previously owed by a recently appointed executive officer as set out in the table below, no current or
former director or executive officer had any loans outstanding since January 1, 2003.
Table of Indebtedness of Directors and Executive Officers
ITEM 14. Principal Accountant Fees and Services
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (or, collectively, the Deloitte
Entities) are the principal independent accountants of the Company and Nortel Networks Limited.
In accordance with applicable laws and the requirements of stock exchanges and securities regulatory authorities, the audit committees of
the Company and Nortel Networks Limited pre-approve all audit and non-audit services to be provided by the Deloitte Entities. In addition, in
April 2002, the audit committees of the Company and Nortel Networks Limited recommended for approval, and the boards of directors of the
Company and Nortel Networks Limited approved, a policy that thereafter the Company’s and Nortel Networks Limited’s auditors would be
retained solely to provide audit and audit-related services and advice with respect to tax matters, and that the auditors would not be retained to
provide consulting services, such as information technology services. The boards’ policy applies to new engagements and did not affect limited
term engagements in effect at the time the policy was approved.
Certain services in each fee category below were not subject to the audit committee pre-approval requirements as the fees related to
engagements for services prior to the audit committee pre-approval requirements coming into effect. Five percent of the fees billed for 2003 are
for engagements that were undertaken prior to the pre-approval requirements coming into effect and were primarily for tax compliance
services. Services for which the fees were less than one percent of the total fees billed by the Deloitte Entities for 2003 were inadvertently not
pre-approved by the audit committees but were promptly brought to the attention of the audit committees and, in accordance with applicable
laws and the requirements of securities regulatory authorities, were approved prior to the completion of the services associated with those fees.
Audit Fees
The Company and Nortel Networks Limited prepare financial statements in accordance with United States generally accepted accounting
principles (or US GAAP) and Canadian generally accepted accounting principles (or Canadian GAAP). Deloitte Entities billed to date the
Company and its subsidiaries $14.3 million for 2004 for the following audit services: (i) interim audit work related to the audit of the annual
consolidated financial statements of the Company and Nortel Networks Limited for the year ended December 31, 2004; (ii) reviews of the
financial statements of the Company and Nortel Networks Limited included as comparative financial statements in Forms 10-Q for the periods
ended March 31, 2004 and June 30, 2004; and (ii) audit of internal controls over financial reporting as required under the United States
Sarbanes-Oxley Act of 2002. Deloitte Entities billed to date the Company and its subsidiaries $55.0 million and $8.1 million for 2003 and
166
Name and Principal
Position
Involvement of
Company or Subsidiary
Largest Amount Outstanding
January 1, 2003 -
December 31, 2004 ($)
Amount Outstanding
as at December 31, 2004 ($)
Martha H. Bejar (1)
President, CALA
Lender 200,000 0
(1) A subsidiary of the Company extended a housing loan to Ms. Bejar in 2001 in connection with a relocation. The loan was for a period of 10 years, interest-free and secured
against Ms. Bejar’s residence. The full amount of this indebtedness was repaid by Ms. Bejar prior to her appointment as an executive officer effective October 1, 2004.